BENEFICIAL OWNERSHIP OF SECURITIES

The table below indicates the number of shares of the Company’s common stock beneficially owned as of April 14, 2023, the Record Date for the Annual Meeting, by each person known to the Company to be the beneficial owner of more than 5% of the outstanding shares of our common stock, each of our directors, each of our NEOs (as defined herein) and all directors and executive officers as a group. Unless otherwise noted, all information regarding stockholders who are not directors or officers of the Company is based on the Company’s review of information filed with the SEC on Schedule 13D or 13G, which information is as of December 31, 2022. The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated below, to the Company’s knowledge, all persons listed have sole voting and investment power with respect to their shares.

Unless otherwise noted below, the address of each beneficial owner listed in the table is in care of Semtech Corporation, 200 Flynn Road, Camarillo, California 93012.

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30  |  Semtech Corporation 2023 Proxy Statement

Mr. Maheswaran joined the Company in April 2006 as President and Chief Executive Officer. He was Executive Vice President and General Manager of Intersil Corporation (“Intersil”), a company that designs and manufactures analog semiconductors, from June 2002 until March 2006, responsible for managing and overseeing the design, development, applications and marketing functions for Intersil’s Analog Signal Processing Business unit. From June 2001 to May 2002, he was Vice President of Marketing, Business Development and Corporate Strategy for Elantec Semiconductor, Inc., a company that designed and manufactured analog integrated circuits before its acquisition by Intersil in May 2002. He was Vice President of Business Development and Corporate Strategy of Elantec Semiconductor from January 2001 to June 2001. Mr. Maheswaran has also been employed by Allayer Communications, a communications integrated circuit startup company acquired by Broadcom Corporation; IBM Microelectronics; Texas Instruments Incorporated; Hewlett-Packard Company and Nortel Communications.

Mr. Chukwu has been our Executive Vice President and Chief Financial Officer since February 2014. Prior to his promotion, he was Senior Vice President and Chief Financial Officer since August 2011. He previously served as the Company’s Vice President and Chief Financial Officer from November 2006. He previously had been employed in various financial positions at Intersil Corporation, a company that designs and manufactures analog semiconductors, since 2002. His most recent position at Intersil was Vice President, Finance, in which capacity he served since February 2006 with responsibility for all financial management affairs of the corporation’s business units and worldwide operations. He served as the Controller of Intersil’s Analog Signal Processing Group and Worldwide Operations from May 2002 through January 2006, responsible for financial planning, budget management, and related financial oversight functions. From July 1997 through April 2002, he was the Corporate Controller of Elantec Semiconductor, Inc., a manufacturer of analog integrated circuits that was acquired by Intersil in 2002.

Mr. Ammann joined the Company in January 2014 as Executive Vice President, General Counsel and Secretary, and in April 2021 his role expanded to become Executive Vice President, Chief Legal Officer and Secretary. From April 2021 until the transition of the role to Ms. McGee in December 2022, Mr. Ammann also served as the Company’s Chief Environmental, Social and Governance (ESG) Officer. Prior to joining the Company, Mr. Ammann served as the Executive Vice President, General Counsel and Secretary of publicly-traded United Online, Inc. where he had been since August 2006. Before working for United Online, Mr. Ammann served as the Senior Vice President, General Counsel and Secretary of publicly-traded TV Guide, Inc. from 1999 until its acquisition by Gemstar International Group Limited, at which time Mr. Ammann’s responsibilities expanded as Senior Vice President and Deputy General Counsel of the

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combined Gemstar-TV Guide International entity. From 1996 to 1999, Mr. Ammann served as the Senior Vice President, General Counsel and Secretary, and oversaw the administrative operations, of publicly-traded United Video Satellite Group, Inc. From 1990 to 1996, Mr. Ammann held the position of Vice President of Administration and General Counsel of Flint Industries, Inc., a privately-owned conglomerate based in Tulsa, Oklahoma. Upon graduating from law school, Mr. Ammann was an attorney at the law firm Gable & Gotwals, from 1980 to 1990, and was a partner for his last five years with that firm.

Mr. Beauchamp has been our Executive Vice President and General Manager, Signal Integrity Products Group since February 2014. Prior to his promotion, Mr. Beauchamp served as our Senior Vice President and General Manager of the Gennum Products Group from March 2012, following Semtech’s acquisition of Gennum Corporation. Mr. Beauchamp’s group provides high-performance analog solutions to the data communications and video markets. Prior to his role at Semtech, Mr. Beauchamp was Senior Vice President and General Manager, Mixed Signal and Optical Products, for Gennum Corporation, which he joined in 2000. Between 1990 and 2000, Mr. Beauchamp held several management positions at COM DEV International.

Mr. Gray joined the Company as Vice President and General Manager of the IoT Connected Services Group in January 2023, following Semtech’s acquisition of Sierra Wireless. Mr. Gray is responsible for all managed connectivity and Cloud services for the IoT market. Most recently at Sierra Wireless, he served as Vice President for Connectivity Solutions from July 2020 to January 2023. Mr. Gray held several roles at Sierra Wireless since December of 2000 including product and marketing roles in embedded modules, software, Cloud, and connectivity solutions, and led areas of strategy and market development including M&A. Ross has extensive global experience leading international teams and customers, including several years based in Europe.

Ms. McGee is Senior Vice President, Chief Marketing Officer and Chief ESG Officer for the Company. She joined the Company in 2022 from Intel Corporation (“Intel”), where she began her career as a college intern in 1988, rising to Vice President of Marketing in 2013. Ms. McGee served in many executive roles over her 30 years at Intel, including Corporate Vice President of Marketing, Chief of Staff to Intel’s Chairman of the Board and led several corporate wide efforts including transformation of Intel’s global brand, marketing and partner marketing strategy, supply chain shift to disaggregated manufacturing and complex technology integrations including the Olympics games, bringing 5G, AI, drones and eSports technologies to the global stage. She has held positions in finance, strategy, supply chain, communications and marketing across the PC, Data Center, Networking and IoT business segments.

Mr. Mueller joined the Company as Executive Vice President and General Manager of the IoT System Products Group in January 2023, following Semtech’s acquisition of Sierra Wireless. Mr. Mueller is responsible for the systems business for Semtech’s LoRa^® and cellular products. Most recently at Sierra Wireless, he served as Vice President of Products, overseeing the Product and Services portfolio from March 2022 to January 2023. Mr. Mueller joined Sierra Wireless as Vice President, Enterprise Networking Products in October 2017 from General Electric, where he served as Vice President of Product Management in businesses focused on industrial cybersecurity and IoT, and as Vice President and General Manager of the Industrial Communications business. Prior to that, he held product management and leadership roles at ABB focused on customers in industrial infrastructure markets. He has worked and lived in Canada, the U.S. and Germany.

Mr. Powell joined the Company in September 2020 as Senior Vice President and Chief Human Resources Officer. Prior to joining Semtech, from January 2017 to September 2020, Mr. Powell served as Chief Human Resources Officer for Syniverse, a leading provider of mobile connectivity in areas of messaging, intelligent roaming, partner management, and fraud and revenue assurance. Before Syniverse, between 2015 and 2017, he served as Vice President of Human Resources at CSM Bakery Solutions, a provider of bakery

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ingredients, finished products and services. Additionally, Mr. Powell served as Chief Human Resources Officer at B/E Aerospace (now Collins Aerospace), and in senior human resources roles with Acergy (now SubSea 7) and Alstom.

Mr. Rayabhari is Senior Vice President and General Manager of our Advanced Protection and Sensing Products Group since December 2022. Mr. Rayabhari had been promoted to Senior Vice President and General Manager of the Protection Products Group effective March 8, 2022, having previously served as Vice President and General Manager of the Protection Products Group since October 2020. From 2015 to 2020, he served as Vice President of Marketing and Business Development for the Protection Products Group. Previously, he had been the Vice President of Marketing and Applications for Power Products since joining Semtech in 2012. Prior to joining Semtech, Mr. Rayabhari had served in senior management roles at Geo Semiconductor, Microsemi and PowerDsine. He also previously held various marketing, applications and product development roles at Fairchild Semiconductor and National Semiconductor. He brings over 25 years of semiconductor industry experience.

Mr. Rodensky is Senior Vice President, Global Sales. Mr. Rodensky assumed global sales responsibility in September 2022, having previously been promoted to Vice President, Sales – Americas and EMEA effective March 3, 2020. Before that, he was Vice President of Sales – Americas since joining the Company in 2006. Mr. Rodensky brings over 25 years of experience in executive-level semiconductor sales and marketing management to his role at Semtech. Before joining Semtech, he was Vice President of Worldwide Sales at Vitesse Semiconductor. Mr. Rodensky has held executive-level global sales roles at several public and private semiconductor companies, including Maker Communications, SolarFlare Communications, and Telephotonics, as well as senior sales management positions at Philips, Advanced Micro Devices, and Conexant Systems.

Mr. Silberstein became Executive Vice President and Chief Operating Officer in March 2023. Mr. Silberstein was previously Executive Vice President, Worldwide Operations and Information Technology since March 2019. Mr. Silberstein was Senior Vice President, Worldwide Operations and Information Technology from November 2016 to March 2019. His role was expanded in November 2016 to include the area of Information Technology. Mr. Silberstein was promoted to Senior Vice President, Worldwide Operations in February 2013. He became Vice President, Worldwide Operations in March 2011. Prior to that, Mr. Silberstein was Vice President, Operations, a position he held since he joined the Company in December 2010. Prior to joining the Company, he was employed from 2007 to 2010 at Microsemi Corporation (“Microsemi”) as Vice President Global Operations in its Analog Mixed Signal Division. Prior to Microsemi, he was Vice President Operations from 2000 to 2005 and Chief Operating Officer from 2005 to 2007 at PowerDsine, Israel, when PowerDsine was acquired by Microsemi. He has also previously served in various positions at 3Com and ECI Telecom.

Mr. Wilson became Executive Vice President and Chief Quality Officer in March 2019. Mr. Wilson had previously been our Executive Vice President, Quality and Reliability since February 2013. Prior to his promotion, Mr. Wilson was Senior Vice President, Quality and Reliability, a position he held since November 2011. Mr. Wilson was appointed Senior Vice President and Chief Technology Officer in May 2008 after serving as Senior Vice President of Power Management Products since June 2007 and serving as Vice President of that unit since 2001. He joined us as the result of the 1995 acquisition of ECI Semiconductor where he was Vice President and Chief Operating Officer. He has more than 20 years of experience in the semiconductor industry in a broad range of technical and management positions.

There are no family relationships between or among any of our executive officers or directors.

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COMPENSATION DISCUSSION AND ANALYSIS

This section contains a discussion of the material elements of compensation awarded to, earned by or paid to our Chief Executive Officer, our Chief Financial Officer, our three other most highly-compensated executive officers who were still serving as executives at the end of fiscal year 2023, and two former executive officers, for services rendered during fiscal year 2023. These individuals are listed below and are referred to as our “Named Executive Officers,” or “NEOs,” in this Proxy Statement. Our NEOs still serving as executive officers at the end of fiscal year 2023 are:

Mr. Silberstein was appointed Executive Vice President and Chief Operating Officer on March 9, 2023. Mr. Silberstein served as the Company’s Executive Vice President, Worldwide Operations and Information Technology throughout fiscal year 2023.

Our NEOs also include two former executive officers, Chris Chang, who served as our Senior Vice President, Corporate Marketing and Sales, Asia Pacific until his separation from employment with the Company on September 8, 2022, and Alistair Fulton, who served as our Senior Vice President and General Manager, Wireless and Sensing Products Group until his separation from employment with the Company on September 8, 2022.

FISCAL YEAR 2023 BUSINESS HIGHLIGHTS

Fiscal year 2023 was a year of many accomplishments and many challenges for Semtech. We achieved record net revenue of $756.5 million for the year and completed the largest acquisition in our history—the acquisition of Sierra Wireless, a leading Internet of Things (IoT) solution provider—for $1.3 billion on January 12, 2023. During fiscal year 2023, we continued to develop and deliver highly differentiated and innovative technology platforms that enable a smarter, more connected and sustainable planet.

We are focused on three high growth end markets: Infrastructure, High-End Consumer, and Industrial. Following the acquisition of Sierra Wireless, we have a more diversified geographic footprint with a broader array of product offerings. In fiscal year 2023, like much of the technology market, we experienced a very strong first half of the year followed by a weakening second half, predominantly due to a decline in the China consumer and infrastructure markets and a generally weaker global consumer market. Despite these global macroeconomic challenges, we posted record net sales for the year, record non-GAAP gross margin of 65%, and record non-GAAP EPS of $2.80.¹

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Our loT System Products Group achieved record revenues in fiscal year 2023, up 47% driven by record LoRa-enabled revenue. Additionally, we achieved record end point sales for LoRa technology as global adoption of LoRa continues to grow. At the end of fiscal year 2023 there were over 300 million connected LoRa end points. We believe the strategic acquisition of Sierra Wireless will position us for growth in the rapidly growing IoT connectivity market and accelerate the adoption of our highly innovative and diversified LoRa technology. With the complexity of end-to-end IoT connectivity slowing adoption, this acquisition will allow us to expand network coverage to all IoT use cases, bring LoRa and cellular together to utilize the best of both and facilitate innovation in the ecosystem. We are excited about the opportunities ahead and believe we are well positioned to be a key player in the IoT market. We were recognized as 2022 Global IoT Hardware Company of the Year by Frost & Sullivan for Market Leadership in IoT.

Our broad portfolio of low power and low latency optical connectivity solutions targeted at the hyperscale data center, wireless base station and passive optical networking (“PON”) markets led to another year of record revenues for our Signal Integrity Products Group. Near the end of fiscal year 2023, a major North American hyperscale data center provider selected us for a new, high volume, multi-year program.

Finally, the drive to reduce electronic waste and extend the life of high-end electronics has continued to expand the market for our Advanced Protection and Sensing Products Group in the high-end consumer end market as well as in the Industrial, Technology and Automotive (ITA) segments, which had record revenue growth (up 9% for fiscal year 2023). Our Advanced Protection and Sensing Products Group is also diversifying into new markets and we continue to develop highly innovative and high-quality protection and sensing solutions. We believe we are well positioned to take advantage of secular trends over the next several years to continue our growth in this area.

Early in fiscal year 2023, we reviewed our portfolio and decided to divest our High-Reliability Discrete Diodes and Assemblies business. We sold this business during the year for approximately $26 million, net of cash disposed, in an all-cash transaction. Due to softening demand in the second half of the year, we pivoted quickly to a greater focus on preserving our operating income. We reduced our organic headcount (excluding Sierra Wireless) and identified additional cost savings opportunities.

We believe we are well positioned to take advantage of several secular trends over the next several years including the ongoing need for increased bandwidth, the need to reduce the power consumed by electronic systems and the need to reduce electronic waste by reducing electronic system failures. We expect these secular trends to drive future growth in our target markets. Our investment priorities are:

In fiscal year 2023 we advanced our Environmental, Social and Governance strategy by defining goals and focus areas which will result in our first ESG report in April of 2023 demonstrating our commitment to U.N. Sustainability Goals with a focus on the social benefits of our product portfolio. In fiscal year 2023 we

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COMPENSATION DISCUSSION AND ANALYSIS

continued the work of the Semtech Women’s Leadership Council to elevate and empower women, and advise us in our efforts to identify, attract and retain top female talent for key engineering, technical and leadership positions. In fiscal year 2023 we advanced the number of women in our leadership team and continue to focus on expanding our overall diversity.

As we enter fiscal year 2024, we continue to face the challenges we encountered in the second half of fiscal year 2023. These challenges resulted in decreased demand, particularly in China, and an increase of inventory in the supply chain. We believe, however, that our investments and the actions we have taken position us well to support our long-term growth. Our Board of Directors and our management team believe that our strategy to expand gross margins, reduce debt, and drive revenue growth and non-GAAP operating income remains sound and will provide the Company with significant growth opportunities in key market segments that will drive long-term shareholder value.

For fiscal year 2023, our NEOs (other than our CEO) earned annual cash incentive payouts between 73.5% and 100% of their target incentive for the year (in the case of our CEO, 25.6% of his target incentive for the year) based on Company performance and their individual performance, as discussed below.

In addition, there were three tranches of Relative TSR PSUs which had been granted in fiscal years 2021, 2022, and 2023 for which the performance period ended on January 29, 2023 (the last day of our fiscal year 2023). No portion of these awards vested for the performance periods ending in 2023, and these portions of the awards were forfeited in their entirety.

Our Chief Executive Officer did not hold any of the Relative TSR PSU awards noted above. As discussed in more detail below, Mr. Maheswaran held Relative TSR PSUs that were awarded in March 2019 and covered four different vesting periods (the one-, two-, three- and four-year periods beginning with fiscal year 2020). All of the Relative TSR PSUs subject to this award were forfeited without payment. Mr. Maheswaran also holds Absolute Stock Price PSUs granted in March 2019. No portion of the Absolute Stock Price PSUs vested in fiscal year 2023 and the portion of the award that remains outstanding will only vest if, during any period of 30 consecutive trading days that ends not later than March 5, 2024 and while Mr. Maheswaran is still employed by the Company, the average per-share closing price of the Company’s common stock equals or exceeds $95.00.

Our Compensation Committee believes the outcomes of our incentive programs are consistent with a strong pay-for-performance culture, recognizing the target to below target earnings on our short-term incentive program and the award forfeitures under our long-term incentive program.

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COMPENSATION DISCUSSION AND ANALYSIS

2022 NONBINDING ADVISORY VOTE RESULTS; STOCKHOLDER ENGAGEMENT

The Company’s stockholders are provided with an opportunity to cast an annual non-binding advisory vote on the Company’s executive compensation program through a say-on-pay proposal. At the Company’s Annual Meeting of Stockholders held in June 2022, approximately 83% of the votes cast approved the executive compensation for our NEOs as described in our Proxy Statement for that Annual Meeting.

After consideration of the positive result of the say-on-pay vote at the Company’s Annual Meeting of Stockholders held in June 2022 and feedback received from stockholders, the Compensation Committee determined that the Company’s executive compensation policies would be similar for fiscal year 2023 to those in effect for fiscal year 2022, and that certain changes to further align pay with performance would be made for fiscal year 2024. As described in more detail below, we modified our fiscal year 2024 Executive Bonus Plan and CEO Bonus Plan in order to emphasize pay-for-performance using objective performance measures and to provide consistency within the management team. Also as described in more detail below, our fiscal year 2024 equity award mix for certain executives included Relative TSR PSUs as well as Performance-Based Units under which vesting is based on our net revenue and non-GAAP operating income over a three year performance.

As part of its annual process, the Compensation Committee will continue to reach out to and engage with the Company’s stockholders to seek their feedback or to review their voting guidelines and to consider the outcome of the Company’s say-on-pay proposals when making future compensation decisions for the NEOs.

FISCAL YEAR 2024 EXECUTIVE OFFICER COMPENSATION

During fiscal year 2023, our Compensation Committee, with support from our management team and Compensia, the Compensation Committee’s independent compensation consultant, initiated a process of evaluating our approach to executive compensation to ensure ongoing alignment with our company objectives, desired pay-for-performance culture, and competitive market practice. This review included input from our investors (provided during ongoing investor outreach efforts) as well as market data and input from Compensia. Following this review, our Compensation Committee approved the following key incentive plan design features applicable to our Named Executive Officers for fiscal year 2024:

Fiscal Year 2024 Bonus Plan: 70% of the annual bonus opportunity for our executive officers will be tied to corporate financial metrics, 20% of the bonus opportunity will be based upon strategic and operating goals and objectives for the year, and 10% will be based on individual performance. These changes represent a shift from a 50/50 weighting on corporate financial metrics and individual performance for our NEOs other than our CEO for fiscal year 2023 (corporate and individual performance were weighted 80% and 20%, respectively, for our CEO for fiscal year 2023). The Compensation Committee believes these changes, including an increased emphasis on concrete, measurable goals, will support a strong-pay-performance culture and emphasize goals that are critical for building long-term shareholder value.

Fiscal Year 2024 Long-Term Incentives: The annual equity awards for fiscal year 2024 were granted in a mix of approximately 55% time-vesting RSUs, 22.5% relative TSR PSUs, and 22.5% financial PSU (based on the award values approved by the Compensation Committee; the award values were converted into a number of RSUs, or target number of PSUs, based on the closing price of a share of Company common stock on the awards’ grant date). This weighting reflects a transition from an approximate equal weighting of time-vesting RSUs and Relative TSR PSUs for the long-term incentives granted to our NEOs in fiscal year 2023 (other than our CEO who did not receive an equity award in fiscal year 2023). Performance measurement for the relative TSR PSUs granted in fiscal year 2024 is similar to the approach in fiscal year 2023, including 1-, 2- and 3-year performance periods. The benchmark for relative TSR comparisons will be the Russell 3000, which represents a change from the S&P Semiconductor Select Industry Index for

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COMPENSATION DISCUSSION AND ANALYSIS

Relative TSR PSUs granted in fiscal year 2023. This change is aligned with our company profile following the acquisition of Sierra Wireless and is consistent with the performance measurement methodology of relative TSR plans among many comparable companies. Financial PSUs are equally weighted between revenue growth and non-GAAP operating income growth goals, both measured over 3-year performance periods. The Compensation Committee views this balance of relative and absolute performance measurement, both over multi-year performance periods, as an effective approach for reinforcing key business objectives and aligning the long-term interests of our executives with those of our shareholders.

OUR GUIDING COMPENSATION PRINCIPLES

Core Philosophy

Our Compensation Committee believes that Company growth, financial performance, and increasing stockholder value depend to a significant degree on our ability to structure a compensation program that enables us to: (1) align the interests of our executives with the interests of our stockholders; (2) hold our executives accountable for performance, with appropriate performance-based rewards earned in return for superior performance and the risk of reduced or no payment or vesting for those awards if performance falls short of targeted levels; and (3) attract, retain, and motivate qualified and high-performing executives.

Core Components of Compensation and Compensation Levels

To achieve our executive compensation objectives, we have three primary components to our executive compensation program: (1) base salary; (2) annual cash incentive opportunities; and (3) long-term equity incentive awards. In setting specific base salary, target annual cash incentive and equity award levels for each NEO, the Compensation Committee considers our core executive compensation philosophy and considers and assesses, among other factors it may consider relevant, the following:

The Compensation Committee gives no single factor any specific weight. Each executive’s compensation level, as well as the appropriate mix of equity award types and other compensation elements, ultimately reflects the Compensation Committee’s business judgment in consideration of these factors and stockholder interests.

The Compensation Committee assesses executive compensation developments at companies in our Peer Group, and in the market generally, and has the right to change our executive compensation philosophy, components, levels, and structure from time to time as it may determine are in the best interests of the Company and our stockholders.

COMPENSATION DISCUSSION AND ANALYSIS

The following table presents the key elements of our executive compensation programs:

Distribution of Compensation

The Compensation Committee distributes compensation among each of the core elements on the basis of the element’s usefulness to meet one or more of our compensation objectives. The Compensation Committee believes that for our executive officers, a significant proportion of total compensation should consist of (1) variable, performance-based components, such as annual cash incentives, which can increase or decrease to reflect changes in corporate and individual performance on an annual basis, and (2) equity compensation, which is structured to reinforce and encourage management’s commitment to enhancing profitability and stockholder value over the long-term, with a greater emphasis placed on long-term performance and linking executives’ interests to our stockholders’ interests through equity compensation

For fiscal year 2023, total compensation (based on the compensation amounts reported in the Summary Compensation Table except as noted below) for the Company’s NEOs was distributed as follows:

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COMPENSATION DISCUSSION AND ANALYSIS

Since the fiscal year 2020 equity awards for Mr. Maheswaran were intended as his only long-term incentive opportunity for fiscal years 2020-2023, and Mr. Maheswaran was not granted any new equity awards in fiscal year 2023, one-quarter of the grant date fair value of the fiscal year 2020 equity awards for Maheswaran has been included in presenting the allocation of his fiscal year 2023 compensation in the chart above.

Pay-for-Performance Philosophy

Our compensation program is designed to drive behavior that supports sustained stockholder returns and effective pay-for-performance outcomes over time. To achieve this objective, the executive compensation program approved by our Compensation Committee: (1) emphasizes, as noted above, both performance-based compensation (through annual cash incentives and performance-based stock awards) and equity compensation (through time-based and performance-based stock awards); (2) balances short-term performance incentives provided by the annual cash incentive plan with long-term performance incentives provided by equity awards; (3) balances the use of absolute performance metrics versus relative performance metrics evaluated against selected peers; and (4) balances the use of formula-based performance criteria versus criteria involving the exercise of judgment by the Compensation Committee.

The Compensation Committee believes that executive compensation should be based primarily on objectively determinable factors both for the Company on its own, as well as in comparison to peer companies. Performance goals include non-GAAP operating income, net revenue growth, and TSR, both on an absolute basis and relative to selected peer companies. The Compensation Committee also believes that executive compensation should have a component based additionally, although not primarily, on subjective factors, such as leadership, how well each executive helps the Company achieve its strategic goals, each executive’s ability to attract, retain and develop key talent, and how each executive’s efforts contribute to enhancing the Company’s relationship and status with the investor community. The use of both objective and subjective factors, however, does not prevent the Compensation Committee from adjusting compensation up or down if, after considering all of the relevant circumstances, it believes total compensation can be structured to better serve our stockholders’ interests.

Our executive compensation philosophy has historically reflected a combination of rigorous performance goals and short- and long-term incentive opportunities that are at least equal to the median for comparable positions in our Peer Group. As an example of the rigor of our executive compensation goals, and as explained in more detail below, the bonus plan applicable to our NEOs pays 80% of the financial component of the bonus plan when achieving 100% of the non-GAAP operating income goal of the plan. Our NEOs would receive 100% payout for this portion of their target annual cash incentive only upon achievement of 105% of the non-GAAP operating income goal under the plan.

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COMPENSATION DISCUSSION AND ANALYSIS

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COMPENSATION DISCUSSION AND ANALYSIS

Role of Management, Consultants and Others in Determining Compensation

All decisions regarding compensation of our executive officers are made by the Compensation Committee. The Compensation Committee provides regular updates to the Board regarding its decisions.

Our CEO provides recommendations to the Compensation Committee regarding the compensation of our executive officers (other than for himself). Our CEO further participates in the executive compensation decision-making process as follows:

Our CFO evaluates the financial implications of the Company’s compensation programs. Other executive officers (including other NEOs) may periodically participate in the compensation process and in Compensation Committee meetings at the invitation of the Compensation Committee to advise on performance and/or activity in areas with respect to which these executive officers have particular knowledge or expertise. None of our NEOs are members of the Compensation Committee or otherwise had any role in determining the compensation of the NEOs.

Role of Committee Advisors

The Compensation Committee may engage the services of outside advisors, experts and others to assist the Compensation Committee. Additionally, the Compensation Committee evaluates our compensation policies and practices in comparison to the published standards and guidelines of third-party proxy advisory services used by many institutional investors. During fiscal year 2023, the Compensation Committee engaged the services of Compensia as an independent executive compensation advisor.

During fiscal year 2023, Compensia provided support on the following matters:

During fiscal year 2024, Compensia has also provided advice with respect to Mr. Maheswaran’s Transition and Retirement Agreement, described below.

Compensia did not provide any additional services or products to the Company during fiscal year 2023 beyond the services relating to its support of the Compensation Committee. The Compensation Committee reviewed the services provided by Compensia and considered the factors prescribed by the SEC and The Nasdaq Stock Market to assess the independence of compensation advisors. Based on its review, the Compensation Committee determined that no conflicts of interest exist between the Company and Compensia and believes that Compensia is independent.

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COMPENSATION DISCUSSION AND ANALYSIS

Role of Peer Companies

The Compensation Committee considers various factors and criteria when determining annual salary, target annual cash incentive levels and target annual long-term incentive award values for executives, including compensation practices at selected peer companies and industry survey data provided by our compensation consultant. The applicable group of peer companies is selected annually for use as the comparative pool by the Compensation Committee during the course of the fiscal year. The peer company information assists the Compensation Committee and the Company in identifying and understanding how our competitors and industry-comparable companies compensate their executives in applicable compensation elements, and in determining how the Company’s compensation packages compare to industry and market-competitive amounts. In addition to aiding us with compensation related actions and decisions, this peer company evaluation is also informative in relation to providing compensation information that supports potential recruitment and retention of executives by the Company. Because the peer companies do not universally report data for positions comparable to each of our NEOs, the Compensation Committee also reviewed market data from the Radford Global Technology survey. The Compensation Committee refers to the survey data generally and does not focus on any particular company within the survey (other than the peer companies noted below).

In selecting our fiscal year 2023 peer group companies, the Compensation Committee focused on publicly-traded companies based in the U.S. that are similar to us in terms of industry, general size and business characteristics, and, like us, focus their business on analog and mixed-signal semiconductors and integrated circuits. Because of consolidation in the industry, there are fewer publicly-traded companies in the semiconductor industry based in the U.S. To increase the number of companies that could potentially be considered as peer companies, the Compensation Committee also considered publicly-traded companies based in the U.S. that are similar to us in terms of the other factors noted above, but are in an expanded industry profile that included manufacturers of equipment used to make semiconductors. Additionally, the Compensation Committee generally sought to limit the group of peer companies to those that have annual revenue between 33% and 300% of the Company’s annual revenue and market capitalization between 25% and 400% of the Company’s market capitalization at the time of the peer selection. The Compensation Committee selected the following companies as the peer group of companies for purposes of its fiscal year 2023 executive compensation determinations (collectively, the “Peer Group”):

Based on the Committee’s review of the industry and the revenue and market capitalization criteria noted above, the Compensation Committee included Azenta, Inc., FormFactor, Inc., SunPower Corporation, and Universal Display in the Peer Group for fiscal year 2023. In addition, Inphi Corporation and Maxim Integrated Products, Inc. were removed from the Peer Group for fiscal year 2023 because they were acquired and ceased to be publicly-traded. Maxim Integrated Products, Inc. was removed from the Peer Group for fiscal year 2023 because its revenues and market capitalization were considered by the Committee to be no longer similar to Semtech.

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COMPENSATION DISCUSSION AND ANALYSIS

COMPONENTS OF OUR FISCAL YEAR 2023 EXECUTIVE COMPENSATION PROGRAM

Annual Salary

Annual salaries are intended to provide a base level of compensation to executive officers for serving as the senior management of the Company and are paid to our executives in recognition of the skills, experience and day-to-day contributions the executive makes to the Company. Salaries for our NEOs are generally reviewed by the Compensation Committee on an annual basis. Each review does not necessarily result in an adjustment. However, as deemed appropriate at any time to help ensure ongoing market competitiveness in annual salary as an element of total compensation, the Compensation Committee may elect to provide for adjustments in annual salary. In setting base salary levels for our NEOs, the Compensation Committee considers the factors noted above under “Core Components of Compensation and Compensation Levels” and prior changes to the executive’s compensation. For newly-hired executives, the Compensation Committee also considers the executive’s compensation history and the compensation required to attract the executive to the Company. There is no specific weighting applied to any of these factors in setting annual salaries and the process ultimately relies on the subjective exercise of the Compensation Committee’s judgment.

In March 2022, the Compensation Committee approved salary increases for two of our NEOs as detailed below:

The Compensation Committee determined to approve salary increases for each of our NEOs primarily to provide them with competitive salary levels taking into consideration the compensation data for similar positions at the Peer Group companies.

On March 9, 2023, Mr. Silberstein’s rate of base salary was increased to $455,000 annually in connection with his appointment as the Company’s Executive Vice President and Chief Operating Officer.

Executive Bonus Plan

Annual cash incentive awards are designed to motivate executive officers to achieve certain strategic, operational, and financial goals which can be evaluated on an annual basis. Annual cash incentive goal setting is done as part of the annual fiscal year business planning activity of the Company. Company business goals are established at the beginning of each fiscal year by an interactive process between the Board and management. The end result of this annual business planning process is the Company’s fiscal year Annual Business Plan (“ABP”).

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COMPENSATION DISCUSSION AND ANALYSIS

As part of the process used by the Compensation Committee in reviewing the fiscal year ABP, the Compensation Committee reviews the goals of each NEO with respect to their business unit or corporate function. The Compensation Committee also reviews the fiscal year ABP in light of available business intelligence, forecasts, and projections with the objective that, in the judgment of the Compensation Committee, superior performance would be required to achieve the key financial objectives established for the program. For the CEO, the Board weighs three factors: (1) non-GAAP Operating Income Performance, (2) net revenue growth (year-over-year), and (3) the evaluation of the CEO’s individual performance by the Board of Directors. The Compensation Committee believes that this approach results in having consistent financial performance targets apply for annual cash incentive purposes from the senior executive level to the middle management and functional professional employees serving the Company.

Each executive has a target annual cash incentive potential that is set as a percentage of annual base salary. That target annual cash incentive is set by the Compensation Committee for each executive officer position after considering the factors noted above under “Core Components of Compensation and Compensation Levels” and the target annual cash incentive levels of comparable positions among our Peer Group. There is no specific weighting applied to any of these factors in setting the target annual cash incentive levels and the process ultimately relies on the subjective exercise of the Compensation Committee’s judgment.

As noted above, the Compensation Committee sets what it believes to be aggressive annual business plan goals for the cash incentive plan. The approach of the Compensation Committee is to set business plan goals such that, in its judgment, achievement of those goals will result in the Company generally outperforming its peer group of companies. Because the Compensation Committee believes the goals established for the annual bonus plan are rigorous and will be achieved only if the Company performs at a high level, the Compensation Committee sets the target opportunity for the annual cash incentive plan above the median for comparable positions in our Peer Group to provide appropriate incentives for strong performance. Consistent with this approach, annual cash incentives for our NEOs generally paid out below targeted levels for fiscal year 2020, below targeted levels for fiscal year 2021, at or slightly below targeted levels for fiscal year 2022, and at or below targeted levels for fiscal year 2023. Also, as explained in more detail below, even if the Company achieved 100% of the target level of the key financial goal, the program only pays 80% for that portion of the target annual cash incentive. An NEO would receive 100% payout for the key financial goal portion of their target annual cash incentive upon achievement of 105% of plan.

Executive Bonus Plan (excluding CEO)

Our NEOs (other than our CEO) participate in an annual cash incentive program (referred to herein as the “Executive Bonus Plan”). The Executive Bonus Plan provides each executive with an opportunity to earn an annual cash incentive based on the Company’s performance in relation to certain pre-established annual financial goals as well as the executive’s individual performance.

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These target incentives for fiscal year 2023 were the same as the fiscal year 2022 level for each NEO, except that the Compensation Committee, taking into consideration the compensation data for similar positions at the Peer Group companies, the Company’s executive compensation philosophy, and internal pay equity considerations, raised Mr. Fulton’s target incentive from 75% to 80% of his base salary.

Under the Executive Bonus Plan, each executive’s target annual cash incentive for fiscal year 2023 was scored in two parts. Fifty percent (50%) of the target annual cash incentive potential was based on the Company’s attainment of a key financial goal for the fiscal year (the “Company Performance Portion”) as set by the Compensation Committee. The remaining fifty percent (50%) of the executive’s target annual cash incentive potential was based on the executive’s individual performance for the fiscal year (the “Individual Performance Portion”). The Compensation Committee believed that allocating 50% of the annual target incentive for the NEOs (other than the CEO) to the individual performance component provides it with the flexibility to incentivize and reward achievements that promote the long-term growth and success of the Company, and that the allocation between Company and individual performance creates an appropriate balance between achieving short-term (one year) financial objectives and longer term infrastructure and product expansion goals.

The Compensation Committee retains broad discretion to adjust (up or down, including withholding entirely) part or all of a proposed annual cash incentive payment.

Company Performance Portion of Fiscal Year 2023 Executive Bonus Plan (excluding CEO)

As described above, the financial goals are established by the Compensation Committee for the applicable fiscal year. For fiscal year 2023, the key financial performance goal established by the Compensation Committee was non-GAAP operating income. The Compensation Committee believes non-GAAP operating income is currently the best measure of the Company’s core operating performance, as it reflects the essential results of ongoing base business functions and results without the impact (positive or negative) of extraordinary and non-operational matters. The Compensation Committee further believes that non-GAAP operating income, as the metric used for the fiscal year financial performance goal, focuses performance on the parallel objectives of increasing revenue and controlling operating expenses.

The target set for fiscal year 2023 non-GAAP operating income was $272,259,000 which was approximately 34% higher than our non-GAAP operating income achieved for fiscal year 2022 as taken into account in determining fiscal year 2022 bonuses for the NEOs. In the judgment of the Compensation Committee in light of available business intelligence, forecasts and projections at the time it established this goal, superior performance would be required to achieve the goal. The Compensation Committee also established a scoring matrix to determine the percentage of the Company Performance Portion payable based on actual

COMPENSATION DISCUSSION AND ANALYSIS

fiscal year 2023 non-GAAP operating income performance against the fiscal year 2023 goal of $272,259,000 as follows:

For fiscal year 2023, the non-GAAP operating income achieved was $210,655,000, resulting in no payout for the Company Performance Portion of the Executive Bonus Plan.²

Individual Performance Portion of Fiscal Year 2023 Executive Bonus Plan (excluding CEO)

For each executive’s Individual Performance Portion of the Executive Bonus Plan, the Compensation Committee receives and considers the CEO’s subjective managerial assessment of the executive. The CEO evaluates several key executive performance criteria in his overall evaluation of individual executive performance with no specific weight being applied to any one factor. Matters evaluated include:

Based on the individual performance assessment, an executive may receive from 0% to 200% of the target for the Individual Performance Portion as recommended by the CEO (for NEOs other than himself) and approved by the Compensation Committee.

The Individual Performance Portion for each NEO reflects the Compensation Committee’s assessment of the performance of the department or business unit the executive is responsible for, the executive’s individual performance as assessed by the CEO, and the executive’s contributions to the Company’s overall operating performance.

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COMPENSATION DISCUSSION AND ANALYSIS

In assessing the Individual Performance Portion for the NEOs for fiscal year 2023, the Board and the Compensation Committee noted the significant contributions required of the entire executive team to close the Company’s acquisition of Sierra Wireless as well as the contributions of the entire executive team to the Company’s record net sales for the year, record non-GAAP gross margin of 65%, and non-GAAP EPS of $2.80 (up 7% over fiscal year 2022) in the face of global macroeconomic challenges.³ The following additional NEO achievements in fiscal year 2023 were highlighted in the Individual Performance Portion determinations:

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COMPENSATION DISCUSSION AND ANALYSIS

After consideration of the factors and accomplishments described above, the Committee approved the following incentive amounts for the NEOs under the Individual Performance Portion: Mr. Chukwu – $252,840 (147% of the target for the Individual Performance Portion); Mr. Ammann – $249,480 (154% of the target for the Individual Performance Portion); Mr. Beauchamp – $322,425 (200% of the target for the Individual Performance Portion); and Mr. Silberstein – $328,000 (200% of the target for the Individual Performance Portion).

Total Fiscal Year 2023 Executive Bonus Plan Payments (excluding CEO)

The combination of the Company Performance Portion and the Individual Performance Portion for each NEO resulted in the following annual cash incentive payments to the NEOs for fiscal year 2023 under the Executive Bonus Plan. Messrs. Chang and Fulton were not considered for, and did not earn, payments under the Executive Bonus Plan for fiscal year 2023 because they separated from employment during the fiscal year.

CEO Bonus Plan

The Company maintains an annual cash incentive plan for our CEO (the “CEO Bonus Plan”). The CEO Bonus Plan was established in recognition of the unique role of the CEO and the desire to provide him an incentive to achieve additional goals that are not measured in the Executive Bonus Plan. Under the CEO Bonus Plan, the CEO has a target annual cash incentive potential expressed as a percentage of base salary, which the CEO is eligible to receive based on the achievement of certain financial goals and on the Board’s assessment of the CEO’s overall performance. The CEO Bonus Plan provides that, depending on performance, the CEO’s annual cash incentive payout in any year may range from 0% to 200% of the CEO’s target annual cash incentive potential. For fiscal year 2023, the target annual cash incentive for Mr. Maheswaran was 125% of his annual base salary (or $937,500).

The CEO Bonus Plan contained three weighted factors for fiscal year 2023: (1) non-GAAP Operating Income Performance; (2) net revenue growth (year-over-year); and (3) the evaluation of the CEO’s individual performance by the Board. These factors and their weighting are described below.

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Evaluation of the CEO’s individual performance by the Board involves, by its nature, subjective judgments made in good faith and takes into consideration such things as strategy development and execution, stockholder relations, and value creation along with other factors.

As noted above for the Executive Bonus Plan, the Compensation Committee retains broad discretion (up or down, including withholding entirely) part or all of a proposed annual cash incentive payment to the CEO.

Fiscal Year 2023 CEO Bonus Plan Targets and Results

Our actual performance against the goals established for fiscal year 2023 under the CEO Bonus Plan are discussed below.

Non GAAP Operating Income Performance – The non-GAAP operating income goal for the CEO Bonus Plan is the same as that set forth for the Executive Bonus Plan described above under “Executive Bonus Plan – Company Performance Portion of Fiscal Year 2023 Executive Bonus Plan (excluding CEO).” For fiscal year 2023, the non-GAAP operating income goal was set at $272,259,000 as a part of the ABP process. This goal was approximately 34% higher than our non-GAAP operating income achieved for fiscal year 2022 and taken into account under our fiscal year 2022 CEO Bonus Plan. At the time the fiscal year 2023 non-GAAP operating income goal was set, the Compensation Committee’s

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COMPENSATION DISCUSSION AND ANALYSIS

judgment was that this goal would be difficult to achieve. For fiscal year 2023, the non-GAAP operating income achieved was $210,655,000, resulting in 77.37% achievement of the goal and approximately a 54% payout for this portion of the CEO Bonus Plan.⁴

Net Revenue Growth (Year-over-Year) – The net revenue goal established by the Board in the Company’s fiscal year 2023 ABP was $841,177,000, which reflected revenue growth of approximately 14% above actual fiscal year 2022 net revenue. The Compensation Committee believed that, in the general economic environment at the time the net revenue growth goal was being established, with the global business forecasts available to us, achieving that specified level of net revenue would be challenging. The net revenue taken into account under the CEO Bonus Plan for fiscal year 2023 was $741,532,000, resulting in a less than a 1% payout for this portion of the CEO Bonus Plan.

Board of Directors CEO Individual Performance Evaluation – In addition to considering financial results, the Board also evaluated the CEO’s individual performance for fiscal year 2023. Following this review, the Compensation Committee determined that the payout of the individual performance component of the CEO Bonus Plan would be approximately 92% of the target opportunity. This payout reflected the Committee’s assessment of key non-financial accomplishments during the year, including successful completion of our acquisition of Sierra Wireless and continued progress toward long-term strategic objectives despite a global downturn in the second half of fiscal year 2023.

Based on the scoring of the individual component of the CEO Bonus Plan described above, Mr. Maheswaran’s annual bonus for fiscal year 2023 would be equal to $400,000, or 42.7% of target for the year. However, the Compensation Committee, taking into consideration input from our Board and the fact that the CEO Bonus Plan achieved a bonus accrual at a lower threshold performance level than under the Executive Bonus Plan, determined to exercise negative discretion and reduced the total CEO bonus to $240,000, or 25.6% of target. This decision reflected the Compensation Committee’s assessment of the different performance thresholds under the CEO and Executive Bonus Plans and the challenges presented by the global slowdown in semiconductor demand, particularly in China, and the impact this would have on the Company’s business operations going into fiscal year 2024.

Equity Incentive Awards

The Compensation Committee believes that equity incentive awards serve to align the interests of executives with those of the Company’s stockholders, complement annual cash incentives by motivating executives to create and sustain value in the Company, and encourage our executives to avoid taking excessive risks that might have a significant short term or prolonged negative impact on our stock price.

The following discussion of equity awards generally applies to the equity awards granted in fiscal year 2023 to our Named Executive Officers other than our CEO. Our CEO did not receive any new equity awards in fiscal year 2023.

The equity award vehicles used in fiscal year 2023 for the Named Executive Officers who received new awards were:

In granting equity awards, the Compensation Committee considers the factors noted above under “Core Components of Compensation and Compensation Levels” and the value of such awards in comparison to

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COMPENSATION DISCUSSION AND ANALYSIS

awards to comparable executives within our Peer Group. There is no specific weighting applied to any of these factors and the process ultimately relies on the Compensation Committee’s judgment. After consideration of these factors, the Compensation Committee determined that our Named Executive Officers who received new awards in fiscal year 2023 would receive Time-Based RSUs and Performance-Based RSUs with the grant date fair value of the awards approximately balanced between the two types of awards.

Our equity incentive awards are subject to multi-year vesting. The Time-Based Units and Performance-Based Units awarded to our Named Executive Officers in fiscal year 2023 vest over three years. This multi-year element serves as a significant “holding period” in terms of requiring the executive to retain the underlying equity interest until some future date following the grant date of the award. The Compensation Committee believes that the inclusion of this vesting period component further aligns the long-term interests of the executive with the long-term interests of the Company’s stockholders and functions as a retention incentive for the executive.

Restricted Stock Unit Awards

Our restricted stock unit awards represent a contingent right to receive one share of our common stock or, in the Compensation Committee’s discretion, the payment of cash for each unit in an amount equal to the fair market value of our common stock. The Compensation Committee believes that grants of restricted stock units are particularly useful to motivate executives to avoid undue risk and to align their interests with those of our stockholders, since our grants of restricted stock unit awards have intrinsic economic value which correlates directly to our stock price. Thus, the value of a restricted stock unit award can go up or down depending on the changes to our stock price over time. While restricted stock unit awards will always have some intrinsic value as long as our stock remains marketable, we believe our executives are motivated to seek to increase the intrinsic value through Company performance that is reflected in favorable and sustainable increases in our stock price. We also believe that actions or business decisions carrying risks that might reduce our stock price are discouraged by the correlation between the intrinsic value of these awards and the growth of our stock price. In addition, the Time-Based Units serve as a retention incentive over the multi-year vesting period. Time-Based Units granted to our NEOs in fiscal year 2023 vest annually over three years from the date of grant, subject to the executive’s continued employment with the Company.

Performance-Based Restricted Stock Units

The Performance-Based Units granted to the NEOs in fiscal year 2023 are eligible to vest based on the Company’s TSR relative to a comparison group of companies included in the S&P Semiconductor Select Industry Index (the “Index”). The Compensation Committee believed that relative TSR would be an effective measure for evaluating our performance over a sustained time horizon while adjusting for broader market conditions in a volatile industry sector. The availability of an index comprised of a group of comparable semiconductor companies provides a strong benchmark for comparison of our relative TSR performance, and the use of relative TSR as a performance metric supplements the financial metrics we use to evaluate performance under our bonus plan. The Index was selected for purposes of this relative measure because of its focus on the semiconductor industry.

A target number of Performance-Based Units is covered by each award, with one-third of the target number of units allocated to each of the three performance periods covered by the award (with the first period consisting of our 2023 fiscal year, the second period consisting of our 2023 and 2024 fiscal years, and the third period consisting of our 2023, 2024 and 2025 fiscal years). Between 0% and 200% of the target number of units allocated to each of those periods is eligible to vest based on our relative TSR performance through the end of that period determined as follows:

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COMPENSATION DISCUSSION AND ANALYSIS

The TSR Percentile Rank for a performance period is the percentile ranking of our TSR for that performance period as compared to the TSRs achieved by the companies comprising the Comparison Group for that performance period. The “Comparison Group” means each of the companies included in the Index as of the first day of the performance period that remains a publicly traded company through the last day of the performance period, with any company included in the Index as of the first day of the performance period that does not remain a publicly traded company through the last day of the performance period as a result of such company’s bankruptcy, insolvency or liquidation included but its TSR for that performance period is deemed to be -100%. For these purposes, TSR for both the Company and the Comparison Group companies is calculated based on the average closing prices over the 30-trading-day period preceding the performance period and the 30-trading day period ending with the last day of the performance period and assuming in each case that all dividends issued over the performance period are reinvested as of the payment date. The Award Multiplier for a performance period determined based on the TSR Percentile Rank for that performance period is applied to the target number of shares allocated to the applicable performance period. If the TSR Percentile Rank falls between two levels in the table above, the Award Multiplier will be determined using straight line interpolation between those levels. In addition, if the Company’s TSR for a particular performance period is negative, the Award Multiplier for that performance period is capped at 100%.

Fiscal Year 2023 Annual Equity Incentive Awards

For fiscal year 2023, the Compensation Committee granted our NEOs (with the exception of the CEO, who did not receive new equity awards in fiscal year 2023) annual Time-Based Units and Performance-Based Units covering the number of shares of our common stock set forth in the following table (with PSUs shown at the target number of units). As noted above, the Compensation Committee believed that this mix of awards was consistent with our performance-based philosophy as a substantial portion of each NEO’s total annual equity awards was performance-based.

Vesting of Fiscal Year 2023, 2022 and 2021 Performance-Based Awards

As noted above, the first performance period for the fiscal year 2023 Performance-Based Units awarded to our NEOs consisted of our 2023 fiscal year, the second performance period for the fiscal year 2022 Performance-Based Units awarded to our NEOs consisted of our 2022 and 2023 fiscal years, and the third performance period for the fiscal year 2021 Performance-Based Units awarded to our NEOs consisted of our 2021, 2022 and 2023 fiscal years.

Our Performance-Based Units granted in fiscal year 2022 are similar to our Performance-Based Units granted in fiscal year 2023.

Our Performance-Based Units granted in fiscal year 2021 are also similar to our Performance-Based Units granted in fiscal year 2023, except that performance-based vesting for the Performance-Based Units granted in fiscal year 2021 is measured using the chart below based on the Company’s TSR for the applicable performance period relative to the TSR of the SPDR S&P Semiconductor ETF for that performance period. A target number of Performance-Based Units is covered by each award, with one-third

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The Relative TSR Percentage for a performance period is equal to our TSR for that period minus the TSR of the SPDR S&P Semiconductor ETF for that performance period. The Award Multiplier is applied to the target number of shares allocated to the applicable performance period. If the Relative TSR Percentage falls between two levels in the table above, the Award Multiplier will be determined using straight line interpolation between those levels. In addition, if the Company’s TSR for a particular performance period is negative, the Award Multiplier for that performance period is capped at 100%.

All of the Performance-Based Units allocated to performance periods ending in fiscal year 2023 were forfeited in their entirety. Our TSR Percentile Rank (or Relative TSR Percentage as to the Performance-Based Units granted in fiscal year 2021) and Award Multiplier for the applicable performance periods are shown in the table below.

The remaining one-third of the target number of Performance-Based Units granted in fiscal year 2022 remain outstanding and eligible to vest based on our relative TSR performance during the three-year performance period consisting of our fiscal years 2022-2024.

The remaining two-thirds of the target number of Performance-Based Units granted in fiscal year 2023 remain outstanding and eligible to vest based on our relative TSR performance during two- and three-year performance periods consisting of our fiscal years 2023-2024 and our fiscal years 2023-2025, respectively.

Fiscal Year 2020 CEO Equity Incentive Awards and Absolute Stock Price PSUs

In March 2019, our Compensation Committee approved a unique equity compensation program for our Chief Executive Officer in recognition of his exceptional contributions to our success as well as the critical role he plays in executing our strategic plan. As described in more detail below, the program was heavily weighted to performance-based equity. The Compensation Committee intended that the award represented Mr. Maheswaran’s entire long-term equity incentive award opportunity for fiscal years 2020-2023 and, in fact, Mr. Maheswaran was not granted any other equity awards in fiscal years 2020-2023.

The March 2019 award granted to Mr. Maheswaran consisted of the following three distinct components:

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